Common use of ASSIGNMENT, MORTGAGE, SUBLETTING Clause in Contracts

ASSIGNMENT, MORTGAGE, SUBLETTING. Neither Tenant, nor Tenant's legal representatives, successors or assigns, shall assign, mortgage or encumber this Lease or sublet use occupy, or permit Demised Premises or any part thereof to be used or occupied by others, and any assignment, mortgage, encumbrance, sublease or permission shall be voidable, at the option of Landlord and, at the further option of Landlord, shall terminate this Lease. If this Lease be assigned, or if Demised Premises or any part thereof be sublet or occupied by any party other than Tenant, Landlord may, after default by Tenant, collect rent from the assignee, subtenant or occupant and apply the net amount collect to the recent herein reserved, but no such assignment, subletting, occupancy or collection shall deemed a waiver of this covenant, or the acceptance of the assignee, subtenant or occupant as Tenant, or a release of Tenant from the further performance by Tenant of the obligations on the part of Tenant herein contained. Any sale or other transfer, including transfer by consolidation, merger or reorganization, of a majority of the voting stock of Tenant, if Tenant is a corporation, or any sale or other transfer of a majority of the partnership interests in Tenant, if Tenant is a partnership, shall be an Assignment for purpose of this Article 3. As used in this Section 3.1, the term "Tenant" shall also mean any entity that has guaranteed Tenant's obligations under this Lease, and the prohibition hereof shall be applicable to any sales or transfers of the stock or partnership interests of said guarantor.

ASSIGNMENT, MORTGAGE, SUBLETTING. Neither Tenant, nor Tenant's legal representatives, successors Tenant shall not assign or assigns, shall assign, mortgage or encumber hypothecate this Lease or any interest herein or sublet use occupy, or permit the Demised Premises or any part thereof, or permit the use of the Demised Premises by any party other than Tenant without the written consent of Landlord first being obtained, which consent will not be unreasonably withheld provided that: (1) Tenant has requested in writing Landlord's consent thereto at least thirty (30) days prior to such proposed subletting or assignment; (2) the proposed subtenant or assignee is engaged in a business which, and the use of Demised Premises will be used in a manner which, is in keeping with the then character and nature of all other tenancies in the Building; (3) the use to be made of the Demised Premises by the proposed subtenant or assignee does not conflict with any so-called "exclusive" then in favor of, or for any use which is the same as that stated in any percentage lease to, any other tenant of the Building or Business Center, and such use would not be prohibited by any other portion of this Lease (including, but not limited to, any Rules and Regulations then in effect), or under applicable law; (4) the proposed subtenant or assignee is a reputable party of reasonable financial worth and stability in light of the responsibilities involved and does not impose a greater load upon Building and Business Center services (such as elevator, janitorial and security services) than imposed by Tenant; (5) sublease or assignment requires payment of the same rent and other amounts as required of Tenant hereunder with respect to the space being sublet or assigned and in no event less than is then being offered by Landlord for similar space in the Building under leases then being negotiated; (6) Tenant shall have provided Landlord with reasonable proof of (2), (3), (4) and (5); and (7) Tenant is not in default hereunder at the time it makes its request for such consent or at the time the assignment or sublet is to take effect. If Tenant is a corporation or a partnership, the transfer of fifty percent (50%) or more of the beneficial ownership interest of the corporate stock or in the partnership of Tenant, as the case may be, shall constitute an assignment hereunder for which such consent is required. Nor may Tenant assign this Lease or sublet the Demised Premises or any portion thereof to any corporation which controls, is controlled by or is under common control with Tenant, or to any corporation resulting from merger, consolidation with Tenant, or to any person or entity which acquires all the assets as a going concern of the business of Tenant that is being conducted on the Demised Premises without the written consent of Landlord, which consent shall not be used unreasonably withheld provided that conditions (2), (3), (4), (5), (6) and (7) above, have been compiled with. Landlord shall have fifteen (15) days after it has received all the information it requires pursuant to this Section 3.1 to enable it to decide whether or occupied by othersnot its consent may be reasonably withheld, and any assignment, mortgage, encumbrance, sublease or permission to advise Tenant of its decision. Any of the foregoing acts without such consent shall be voidablevoid, at the option of Landlord and, at the further option of Landlord, shall terminate this Lease. If this No consent by Landlord shall release Tenant from any of Lessee's obligations hereunder or be deemed to be a consent to any subsequent or further assignment, hypothecation, subletting or third party use. In order for any assignment or sublease to be binding on Landlord, Tenant must deliver to Landlord, promptly after execution thereof, an executed copy of such sublease or assignment. This Lease shall not be assigned, or if Demised Premises or nor shall any part thereof interest herein be sublet or occupied by any party other than Tenantassignable, Landlord may, after default by Tenant, collect rent from the assignee, subtenant or occupant and apply the net amount collect as to the recent herein reserved, but no such assignment, subletting, occupancy or collection shall deemed a waiver of this covenant, or the acceptance of the assignee, subtenant or occupant as Tenant, or a release of Tenant from the further performance by Tenant of the obligations on the part of Tenant herein contained. Any sale or other transfer, including transfer by consolidation, merger or reorganization, of a majority of the voting stock interest of Tenant, if Tenant is a corporationby operation of law without the written consent of Landlord, or any sale or other transfer of a majority of the partnership interests in Tenantwhich consent shall not be unreasonably withheld provided that conditions (1), if Tenant is a partnership(2), shall be an Assignment for purpose of this Article (3. As used in this Section 3.1), the term "Tenant" shall also mean any entity that has guaranteed Tenant's obligations under this Lease(4), (5), (6) and the prohibition hereof shall be applicable to any sales or transfers of the stock or partnership interests of said guarantor(7), above, have been complied with.

ASSIGNMENT, MORTGAGE, SUBLETTING. Neither TenantTenant shall not sublet the premises nor any part thereof, nor Tenant's legal representatives, successors or assigns, shall assign, mortgage or otherwise encumber or dispose of this Lease or sublet use occupyany interest therein, nor grant concessions or permit Demised Premises licenses for the occupancy of the premises, or any part thereof thereof, without Landlord's prior written consent in each of the foregoing cases, except that Tenant shall have the right to be used sublet the demised premises or occupied by others, and any assignment, mortgage, encumbrance, sublease or permission shall be voidable, at the option of Landlord and, at the further option of Landlord, shall terminate this Lease. If assign this Lease be assigned, if the sublessee or if Demised Premises assignee is a corporation which is an affiliate or any part thereof be sublet or occupied by any party other than Tenant, Landlord may, after default by Tenant, collect rent from the assignee, subtenant or occupant and apply the net amount collect to the recent herein reserved, but no such assignment, subletting, occupancy or collection shall deemed a waiver wholly-owned subsidiary of this covenant, or the acceptance of the assignee, subtenant or occupant as Tenant, or which may, as a release result of Tenant from a reorganization, merger or consolidation, succeed to the further performance entire business carried on by Tenant at such time, provided the following conditions are complied with: (a) The assignment and/or subletting must be, respectively, of all of Tenant's leasehold interest and of the obligations entire premises and, in the case of an assignment, shall also transfer to the assignee all of the Tenant's right in, and interest under, this Lease including the security, if any, deposited hereunder. (b) At the time of such assignment and/or subletting, this Lease must be in full force and effect without any breach or default thereunder on the part of Tenant herein contained. Any sale the Tenant. (c) The assignee or other transfersublessee shall assume, including transfer by consolidationwritten recordable instrument, merger or reorganization, of a majority of the voting stock of Tenant, if Tenant is a corporation, or any sale or other transfer of a majority of the partnership interests in Tenant, if Tenant is a partnership, shall be an Assignment for purpose of this Article 3. As used in this Section 3.1form and consent satisfactory to Landlord, the term "Tenant" shall also mean any entity that has guaranteed due performance of all of Tenant's obligations under this Lease, including any accrued obligations, at the time of the assignment or subletting. (d) A copy of the assignment or sublease and the prohibition hereof original assumption agreement (both in form and content satisfactory to the Landlord) fully executed and acknowledged by the assignee and/or sublessee together with a certified copy of a properly executed corporate resolution authorizing such assumption agreement, shall be applicable mailed to the Landlord within ten (10) days from the effective date of such assignment or subletting. (e) Such assignment and/or subletting shall be upon and subject to all the provisions, terms, covenants and conditions of this Lease, and the Tenant [(and any assignee(s) and sublessee(s)] shall continue to be and remain liable thereunder. Notwithstanding anything contained in this Lease to the contrary, and notwithstanding any consent by Landlord to any sales or transfers sublease of the demised premises, no subtenant shall assign its sublease nor further sublease the premises without Landlord's prior written consent in each of such cases. Tenant's failure to comply with all of the provisions and conditions of this Article XVI and all of the subsections hereof shall, at Landlord's option, render any purported assignment or subletting null and void and of no force and effect, and constitute a breach of this Lease by Tenant. If there shall occur any changes in the ownership of and/or power to vote the majority of the outstanding capital stock or partnership interests of said guarantorTenant without the prior written consent of Landlord, then Landlord shall have the option to terminate this Lease upon at least thirty (30) days' notice to Tenant.